Common use of Partial Liquidated Damages Clause in Contracts

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated Holder such certificate(s) or shares pursuant to Section 4(d)(ii) hereof by the Commission pursuant to the Securities Act, within five fifth (55th) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Share Delivery Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount the Holder, in cash, as partial liquidated damages and not as a penalty, equal for each $1,000.00 of principal amount being converted, $7.00 per Business Day (increasing to $12.50 per Business Day on the fifth (5th) Business Day after such liquidated damages begin to accrue) for each Business Day after the Share Delivery Date until such certificates are delivered. Nothing herein shall limit the Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other section hereof or under applicable law. Notwithstanding any portion of the foregoing to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day periodcontrary, up to an aggregate maximum of 4.0%. If if the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) deliver to the Holder, accruing daily from Holder such certificate(s) or shares by the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required Share Delivery Date pursuant to Section 5.7(b4(d)(ii) hereof because (A) the conversion by the Holder is delivered in connection with a proposed sale by the Holder of the Purchase AgreementConversion Shares under Rule 144 promulgated under the Securities Act, and (B) in connection with such sale, the Holder has failed to deliver customary representation letters, as prepared by the brokerage firm of Holder in the ordinary course of its business, appropriate to evidence compliance with such rule, then the liquidated damages provisions herein shall not begin to accrue until the Business Day immediately following the date that the Holder has delivered such representation letters.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file credit Holder’s or its designees’ account with DTC or issue and deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(c)(ii) by the Commission that Share Delivery Date (a “Conversion Failure”), and if on or after such Resale Registration Statement will not be "reviewed" Share Delivery Date the Holder purchases (in an open market transaction or will not be subject otherwise) shares of Common Stock to further review, or (iii) prior to the effective date deliver in satisfaction of a Resale Registration Statement, sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company fails to file (a pre“Buy-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Date"In”), then, in addition to any all other rights remedies available to the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedHolder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option (1) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or (2) promptly (but in no event later than two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. The Company shall also pay to each Holder an amount the Holder, in cash, as partial liquidated damages and not as a penalty, equal for each $1,000 of principal amount being converted, $10 per Business Day (increasing to $20 per Business Day on the product tenth Business Day after such Conversion Date) for each Business Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of 1.0% multiplied Default pursuant to Section 7 hereof for the Company’s failure to deliver Conversion Shares by the aggregate Purchase Price paid by Share Delivery Date or, if applicable, cash, within the period specified herein, and the Holder shall have the right to pursue all remedies available to it hereunder, at Law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder for the Shares pursuant from seeking to the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated enforce damages pursuant to this any other Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (hereof or such lesser maximum amount that is permitted to be paid by under applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase AgreementLaw.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Business Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, 2.07; or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date Securities (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (viv), the date on which such Event occurs, or "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day periodAgreement, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (viv) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (i) Subject to Section 4.10 of the Resale Registration Statement is not filed on or prior to its Filing Date (Purchase Agreement, if the Company files fails for any reason to deliver to the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), Holder such certificate or (ii) the Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(d)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days fifth Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal for each $1000 of principal amount being converted, $10 per Trading Day for each Trading Day after such fifth Trading Day until such certificates are delivered. The Company's obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the product Company or any violation or alleged violation of 1.0% multiplied law by the aggregate Purchase Price paid Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; PROVIDED, HOWEVER, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 8 herein for the Company's failure to deliver Conversion Shares pursuant within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Purchase Agreement for each thirty (30) day period, up Holders from seeking to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated enforce damages pursuant to this any other Section 2.06 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (hereof or such lesser maximum amount that is permitted to be paid by under applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase Agreement.

Partial Liquidated Damages. If: (i) The Company understands that a delay in the Resale Registration Statement is not filed on or prior delivery of Warrant Shares beyond the Warrant Share Delivery Date could result in economic loss to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) Holder. If the Company fails to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated Holder such shares by the Commission pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Warrant Share Delivery Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered, together with interest on such amount at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (i) (A) 1% of the applicable Purchase Price for each of the first five (5) Trading Days after the Delivery Date, and (B) 2% of the applicable Purchase Price or each Trading Day thereafter, and (ii) $2,000 per day (which amount shall be paid as partial liquidated damages and not as a penalty), equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day period, up to an aggregate maximum of 4.0%. If provided that the Company fails shall not be liable for more than five (5%) percent of the then purchase price to pay any partial liquidated damages purchase all then remaining Warrant Shares issuable under this Warrant at the then Exercise Price pursuant to this Section 2.06 Warrant. Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing the Warrant Shares purchased upon exercise of this Warrant and such Holder shall have the right to pursue all remedies available to it at law or in full within seven days after equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the date payablecontrary contained herein, the Holder shall be entitled to withdraw a Notice of Exercise, and upon such withdrawal, the Company will shall only be obligated to pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable lawthe liquidated damages accrued in accordance with this Section 2(c)(iv) to the Holder, accruing daily from through the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion Notice of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, provided, however, that nothing herein shall derogate from the Company's requirement in the event of a Public Information Failure to make the payment required pursuant to Section 5.7(b) of the Purchase AgreementExercise is withdrawn.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(d)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days third Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty $1000 of principal amount being converted, $10 per Trading Day (30increasing to $20 per Trading Day after 5 Trading Days after such damages begin to accrue) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in fulldelivered. The partial liquidated damages pursuant Company's obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof shall apply on a daily pro rata basis for are absolute and unconditional, irrespective of any portion action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of a month prior any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the cure Company or any violation or alleged violation of an Event. For purposes law by the Holder or any other person, and irrespective of clarity, in the event any other circumstance which might otherwise limit such obligation of the Company complies to the Holder in connection with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, issuance of such Conversion Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or any one associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount equal to the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from limit a Xxxxxx's right to pursue actual damages or declare an Event of Default pursuant to Section 8 herein for the Company's requirement failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the event of a Public Information Failure Holders from seeking to make the payment required enforce damages pursuant to any other Section 5.7(b) of the Purchase Agreementhereof or under applicable law.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails to file with the Commission for any reason (other than as a request for acceleration result of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities ActForce Majeure, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as provided the Company continues to use its commercially reasonable best efforts to be in a position ultimately perform its obligations hereunder) to fully respond deliver to the Holder such comments as soon as practicable, certificate or (ivcertificates pursuant to Section 4(d)(ii) by the Company fails to comply with fifth Trading Day after the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty (30) day period$1,000 of principal amount being converted, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days $5 per Trading Day for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For purposes of clarity, in the event the Company complies with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, delivered; provided, however, partial liquidated damages on the principal amount being converted shall cease to accrue (but still be payable) upon the date the Holder notifies the Company it elects to exercise its right to accelerate pursuant to Section 8; provided, further, subsequent conversions and the applicable principal amount being converted shall be subject to liquidated damages hereunder. The Company's obligations to issue and deliver the Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from limit a Hxxxxx's right to pursue actual damages or declare an Event of Default pursuant to Section 8 herein for the Company's requirement failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the event of a Public Information Failure Holders from seeking to make the payment required enforce damages pursuant to any other Section 5.7(b) of the Purchase Agreementhereof or under applicable law.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(e)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days fifth Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty $1,000 of principal amount being converted, $10 per Trading Day (30increasing to $20 per Trading Day after 5 Trading Days after such damages begin to accrue and increasing to $200 per Trading Day 6 Trading Days after such after such damages begin to accrue) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in fulldelivered. The partial liquidated damages pursuant Company's obligations to issue and deliver the Underlying Shares upon conversion of this Debenture in accordance with the terms hereof shall apply on a daily pro rata basis for are absolute and unconditional, irrespective of any portion action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of a month prior any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the cure Company or any violation or alleged violation of an Event. For purposes law by the Holder or any other person, and irrespective of clarity, in the event any other circumstance which might otherwise limit such obligation of the Company complies to the Holder in connection with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, issuance of such Underlying Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Underlying Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from limit a Holder's right to pursue actual damages or declare xx Xxent of Default pursuant to Section 8 herein for the Company's requirement failure to deliver Underlying Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the event of a Public Information Failure Holders from seeking to make the payment required enforce damages pursuant to any other Section 5.7(b) of the Purchase Agreementhereof or under applicable law.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 4(e)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days fifth Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty $1,000 of principal amount being converted, $10 per Trading Day (30increasing to $20 per Trading Day after 5 Trading Days after such damages begin to accrue and increasing to $200 per Trading Day 6 Trading Days after such after such damages begin to accrue) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in fulldelivered. The partial liquidated damages pursuant Company's obligations to issue and deliver the Underlying Shares upon conversion of this Debenture in accordance with the terms hereof shall apply on a daily pro rata basis for are absolute and unconditional, irrespective of any portion action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of a month prior any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the cure Company or any violation or alleged violation of an Event. For purposes law by the Holder or any other person, and irrespective of clarity, in the event any other circumstance which might otherwise limit such obligation of the Company complies to the Holder in connection with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, issuance of such Underlying Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Underlying Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from limit a Xxxxxx's right to pursue actual damages or declare an Event of Default pursuant to Section 8 herein for the Company's requirement failure to deliver Underlying Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the event of a Public Information Failure Holders from seeking to make the payment required enforce damages pursuant to any other Section 5.7(b) of the Purchase Agreementhereof or under applicable law.

Partial Liquidated Damages. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date (if the Company files the Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.03(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) If the Company fails for any reason to file with deliver to the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission Holder such certificate or certificates pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierSection 5(d)(ii) by the Commission that such Resale Registration Statement will not be "reviewed" or will not be subject to further review, or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Resale Registration Statement within eighteen (18) days third Trading Day after the receipt of comments by or notice from the Commission that such amendment is required in order for such Resale Registration Statement to be declared effective; provided, however, that this clause (iii) shall not apply to comments received from the Commission staff relating to accounting issues or comments relating to one or more Holders, so long as the Company continues to use its reasonable best efforts to be in a position to fully respond to such comments as soon as practicable, or (iv) the Company fails to comply with the permitted Black-Out Periods (defined below) set forth in Section 2.07 hereof, or (v) if the Resale Registration Statement when declared effective fails to register all of the Registrable Securities, or (vi) if the Resale Registration Statement is not declared effective within one hundred and eighty (180) days of the Closing Date (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) through (vi), the date on which such Event occurs, or "Event Conversion Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount such Holder, in cashcash upon demand of such Holder, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Price paid by such Holder for the Shares pursuant to the Purchase Agreement for each thirty $1000 of principal amount being converted, $10 per Trading Day (30increasing to $20 per Trading Day after 10 Trading Days after such damages begin to accrue) day period, up to an aggregate maximum of 4.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.06 in full within seven days for each Trading Day after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due third Trading Day until such amounts, plus all such interest thereon, certificates are paid in fulldelivered. The partial liquidated damages pursuant Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof shall apply on a daily pro rata basis for are absolute and unconditional, irrespective of any portion action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of a month prior any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the cure Company or any violation or alleged violation of an Event. For purposes law by the Holder or any other person, and irrespective of clarity, in the event any other circumstance which might otherwise limit such obligation of the Company complies to the Holder in connection with the provisions set forth in clause (i) through (vi) above, the partial liquidated damages provided in this Section 2.06 shall not be assessed, issuance of such Conversion Shares; provided, however, such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that nothing the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall derogate from the Company's requirement in the event limit a Holder’s right to pursue actual damages or declare an Event of a Public Information Failure to make the payment required Default pursuant to Section 5.7(b) 9 herein for the Company’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Purchase AgreementHolders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.